Capital Crossing Bank (NASDAQ:CAPX)
Historical Stock Chart
From Jul 2019 to Jul 2024
Capital Crossing Bank (Nasdaq: CAPX) today announced
that it has signed a definitive agreement whereby Capital Crossing
would be acquired by Lehman Brothers Bank, FSB, a subsidiary of Lehman
Brothers, the global investment bank. Under the terms of the
agreement, Lehman Brothers will pay $30.00 per share in cash in
exchange for each outstanding share of Capital Crossing, representing
a premium of approximately 11.7% over the closing price of Capital
Crossing shares on September 19, 2006 and an aggregate deal value of
approximately $210 million. The acquisition is expected to be
completed during the first quarter of 2007, subject to customary
closing conditions and regulatory approvals.
"We are extremely excited about a combination with Lehman
Brothers," said Richard Wayne, President and Co-Chief Executive
Officer of Capital Crossing. "We have partnered with Lehman Brothers
on loan purchase transactions for quite some time, and believe that a
combination of our platform, people and expertise with their balance
sheet and brand equity will take our business to the next level."
Nicholas W. Lazares, Chairman and Co-Chief Executive Officer,
added, "As we reviewed the landscape and competitive environment in
our business, it became increasingly clear that it would be more
difficult to achieve all of our goals as a relatively small, publicly
traded bank. By combining with Lehman Brothers, we have both rewarded
our shareholders for their loyal following with attractive
consideration as well as expanded our opportunities for growth. We are
entering this combination to improve and grow our business and look
forward to working with our colleagues at Lehman Brothers in that
regard."
Upon completion of the acquisition, Capital Crossing will become a
division of Lehman Brothers Bank, FSB. Capital Crossing will remain
headquartered in Boston, MA. Mr. Wayne and Mr. Lazares will continue
to serve as Co-Chief Executive Officers of Capital Crossing and will
join Lehman Brothers as managing directors. Edward Mehm and Demetrios
Kyrios, Executive Vice Presidents of Capital Crossing, will also join
Lehman Brothers as managing directors.
RBC Capital Markets served as financial advisor to Capital
Crossing Bank in the transaction and Wachtell, Lipton, Rosen & Katz
served as counsel.
About Capital Crossing Bank
Capital Crossing Bank is a Massachusetts-chartered, FDIC-insured
trust company with $1.1 billion in assets as of June 30, 2006. Capital
Crossing operates as a commercial bank, providing financial products
and services to customers through its executive and main offices in
Boston, its website at www.capitalcrossing.com, and through its
leasing subsidiary Dolphin Capital Corp. located in Moberly, Missouri.
Capital Crossing is a value-oriented investor in whole loans and loan
portfolios generally secured by commercial, multi-family and
one-to-four family residential real estate and other business assets.
About Lehman Brothers
Lehman Brothers (ticker symbol: LEH), an innovator in global
finance, serves the financial needs of corporations, governments and
municipalities, institutional clients, and high-net-worth individuals
worldwide. Founded in 1850, Lehman Brothers maintains leadership
positions in equity and fixed income sales, trading and research,
investment banking, private investment management, asset management
and private equity. The Firm is headquartered in New York, with
regional headquarters in London and Tokyo, and operates in a network
of offices around the world. For further information about Lehman
Brothers' services, products and recruitment opportunities, visit the
Firm's Website at www.lehman.com.
This press release contains a number of forward-looking statements
concerning Capital Crossing's current expectations as to future growth
and its results of operations. Any statements that are not statements
of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates," "intends,"
"may," "projects," "will," "would," and similar expressions) should
also be considered to be forward-looking statements. There are a
number of important factors that could cause actual results or events
to differ materially from those indicated by such forward-looking
statements, including: Capital Crossing's ability to successfully
acquire loans at the same volume and the same yields as it has
historically, changes in interest rates that adversely affect its
business, the level of transactional income realized by Capital
Crossing as a result of loan and lease payoffs and the sale of real
estate and loans, Capital Crossing's ability to successfully diversify
its asset base, the level of Capital Crossing's non-performing assets,
Capital Crossing's ability to successfully conduct its leasing
business, general economic conditions in Capital Crossing's markets,
as well as those other factors detailed under "Item 1A. Risk Factors"
in Part II of Capital Crossing's Quarterly Report on Form 10-Q for the
period ended June 30, 2006, which important factors are incorporated
herein by this reference. Capital Crossing disclaims any intention or
obligation to update any forward-looking statements as a result of
developments occurring after the date of this press release.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE FDIC
Capital Crossing plans to file with the FDIC and mail to its
stockholders a Proxy Statement in connection with the transaction. The
Proxy Statement will contain important information about Lehman
Brothers, the Bank, the merger and related matters. Investors and
security holders are urged to read the Proxy Statement carefully when
it is available.
Investors and security holders will be able to obtain free copies
of the Proxy Statement and other documents filed with the FDIC from
Capital Crossing. Free copies of Capital Crossing's filings may be
obtained by directing a request to Capital Crossing's Investor
Relations at 617-880-1000. In addition, investors and security holders
may access copies of the documents filed with the FDIC by Capital
Crossing on Capital Crossing's website at www.capitalcrossing.com,
when they become available.
Capital Crossing, and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from Capital
Crossing's stockholders with respect to the transactions contemplated
by the merger agreement. Information regarding Capital Crossing's
directors and executive officers is contained in Capital Crossing's
Annual Report on Form 10-K for the year ended December 31, 2005 and
its proxy statement dated March 22, 2006 for its 2006 Annual Meeting
of Stockholders, which are filed with the FDIC. You can obtain free
copies of these documents from Capital Crossing using the contact
information set forth above. Additional information regarding
interests of such participants will be included in the Proxy Statement
that will be filed with the FDIC and available free of charge as
indicated above.